SEC Division of Corporation Finance no-action letter: The Procter & Gamble Company Exchange Offer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF

CORPORATION FINANCE

September 1, 2016
Via Facsimile and U.S. Mail
Brad Brasser, Esq.
Jones Day
77 W. Wacker, Suite 3500
Chicago, Illinois 60601-1692
RE: The Procter & Gamble Company Exchange Offer Dear Mr. Brasser:
We are responding to your letter dated September 1, 2016 addressed to Michele M.
Anderson and Perry J. Hindin, as supplemented by telephone conversations with the Staff, with regard to the Procter and Gamble Company’s request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter. On the basis of your representations and facts presented in your letter, the Staff of the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rules 13e-4(d)(1), 13e-4(e)(3), 13e-4(f)(1)(ii) or 14e-1(b) under the Exchange Act if P&G conducts the Exchange Offer in the manner described in your letter. In issuing these no-action positions, we considered the following facts, among others:

• P&G’s disclosure of a specified dollar value of Galleria common stock (which will
  be converted into the right to receive Coty class A common stock in the Merger on a one for one merger conversion ratio) that tendering P&G security holders will receive in exchange for a dollar value of tendered P&G common stock (subject to an upper limit on the exchange ratio);
• The Pricing Mechanism for determining the number of shares of Galleria common
  stock to be received in exchange for shares of P&G common stock will be disclosed in the tender offer materials disseminated to security holders;
• The Pricing Mechanism will remain constant throughout the duration of the
  Exchange Offer, and if there is a change in the Pricing Mechanism, the Exchange Offer will remain open for at least ten business days thereafter;
• P&G will provide a toll-free number and a website that its security holders can use
  to obtain daily indicative exchange ratios and, after announcement of the final